UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Maker Communications, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
560875 10 6
(CUSIP Number)
May 10, 1999
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this
Schedule is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
_X_ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 560875 10 6
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
William N. Giudice
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization USA
Number 5 Sole Voting Power
of Shares
Benefic- 1,816,997
ially
owned
by Each
Reporting
Person
With
6 Shared Voting Power
0
7 Sole Dispositive Power
1,816,997
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,997
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) |_|
11 Percent of Class Represented by Amount in Row 9
9.4%
12 Type of Reporting Person (See Instructions) IN
<PAGE>
Item 1(a) Name of Issuer:
Maker Communications, Inc.
Item 1(b) Address of Issuer's principal executive offices:
73 Mount Wayte Avenue
Framingham, MA 01702
Item 2(a) Name of person filing:
William N. Giudice
Item 2(b) Address of principal business office or, if none, residence:
c/o Maker Communications, Inc.
73 Mount Wayte Avenue
Framingham, MA 01702
Item 2(c) Citizenship:
USA
Item 2(d) Title of class of securities:
Common Stock, $0.01 par share
Item 2(e) CUSIP Number:
560875 10 6
Item 3 If Statement filed pursuant to Rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19)
of the Act (5 U.S.C. 78c).
(d) |_| Investment company registered under section 8
of the Investment Company Act (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee Benefit Plan, Pension Fund or
Endowment Fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
<PAGE>
(g) |_| A parent holding company or control person
in accordance with Section
240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section
240.13d-1(b)(1)(ii)(J);
Item 4 Ownership:
(a) Amounts beneficially owned: 1,816,997
(b) Percent of class: 9.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,816,997
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 1,816,997
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5 Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following |_|.
Item 6 Ownership of More than 5% on Behalf of Another Person.
The aggregate number of shares stated as beneficially owned
by Mr. Giudice include 131,490 shares owned by Tecumseh
Limited Partnership I ("Tecumseh"), of which Mr. Giudice is
the general partner. Tecumseh has the right to receive
dividends on the shares and proceeds from the sale of the
131,490 shares of such securities. The aggregate number of
shares stated as beneficially owned by Mr. Giudice also
include 150,000 shares held by the Piedmont 1999 Trust and
137, 469 shares held by the Acadia 1999 Trust. Each of the
aforementioned trusts has the right to receive dividends and
proceeds from the sale of each of the trust's respective
shares.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
<PAGE>
Item 8 Identification and Classification
of Members of the Group: |_| EXHIBIT ATTACHED
Not applicable.
Item 9 Notice of Dissolution of Group: |_| EXHIBIT ATTACHED
Not applicable.
Item 10 Certification: |_| EXHIBIT ATTACHED
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 14, 2000 /s/William N. Giudice
William N. Giudice
